Washington, DC 20549





to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported)                 January 8, 2018                            



(Exact Name of Registrant as Specified in Its Charter)



(State or Other Jurisdiction of Incorporation)

001-14015 77-0262908
(Commission File Number) (IRS Employer Identification No.)
2480 W Ruthrauff Road, Suite 140 Q, Tucson, Arizona 85705
(Address of Principal Executive Offices) (Zip Code)

(520) 628-7415

(Registrant’s Telephone Number, Including Area Code)



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Section 8.01 – Other Events


Recent financing


On January 8, 2018 the Company borrowed $105,000 under a convertible note maturing August 28, 2018. The note bears interest of 12% payable at maturity. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid. The note is convertible into shares of the Company’s $0.001 par value common stock after April 27, 2018 (the “Initial Conversion Date”). The conversion rate is variable and will be 55% of the lowest one day Trading price during the twenty trading days preceding the holders notice of conversion. The number of shares issuable on any conversion is limited to 4.99% of the Company’s then issued and outstanding Common Stock. The Note Holder may increase the 4,99% limit to 9.99% on 61 days prior notice to the Company, The Company, at the request of the Note Holder has reserved 40 million shares of its $0.001 common stock for conversion. The Note is prepayable at the Company’s option until May 29, 2018. The Company also entered a security Agreement pledging substantially all of its assets except for those related to Laser Guided Energy as collateral for the Note.






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


  By: /s/ George P. Farley
    George P. Farley
    Chief Executive Officer


Date: January 16, 2018